OPTICAL CABLE CORPORATION (NASDAQ:OCC) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07 Submission of Matters to a Vote of Security Holders.
On March 26, 2019, Optical Cable Corporation (“OCC” or the “Company”) held its annual meeting of shareholders at the Green Ridge Recreation Center, 7415 Wood Haven Road, Roanoke, Virginia for the purposes of (1) electing six directors from the slate of directors nominated in accordance with OCC’s bylaws to serve until the next annual meeting of shareholders, (2) ratifying the appointment of Brown, Edwards & Company, L.L.P. as the independent registered public accounting firm for OCC, (3) approving, on a non-binding advisory basis, the compensation of the Company’s named executive officers, and (4) voting, on a non-binding advisory basis, on the frequency of future advisory votes on named executive officer compensation.
1. Election of Directors. Each of the following directors were elected to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified. The vote regarding such directors was as follows:
|
Directors |
Common Share Votes For |
Common Share Votes Withheld |
Common Share Broker Non-Votes |
|
Neil D. Wilkin, Jr. |
3,907,397 |
784,924 |
2,750,164 |
|
Randall H. Frazier |
3,820,200 |
872,121 |
2,750,164 |
|
John M. Holland |
3,814,556 |
877,765 |
2,750,164 |
|
John A. Nygren |
3,840,496 |
851,825 |
2,750,164 |
|
Craig H. Weber |
3,940,728 |
751,593 |
2,750,164 |
|
John B. Williamson, III |
3,937,481 |
754,840 |
2,750,164 |
. Ratification of Brown, Edwards & Company, L.L.P. Brown, Edwards & Company, L.L.P. was ratified as the independent registered public accounting firm for OCC. The vote regarding the ratification was as follows:
|
Number of Common Share Votes For |
7,388,453 |
|
Number of Common Share Votes Against |
1,397 |
|
Number of Common Share Votes Abstain |
52,635 |
. Approval, on a non-binding advisory basis, of the compensation to the Company’s named executive officers.The compensation of the Company’s named executive officers was approved on a non-binding advisory basis. The vote regarding the approval was as follows:
|
Number of Common Share Votes For |
4,103,814 |
|
Number of Common Share Votes Against |
519,411 |
|
Number of Common Share Votes Abstain |
69,096 |
|
Number of Common Share Broker Non-Votes |
2,750,164 |
4. Voting, on a non-binding advisory basis, on the frequency of future advisory votes on named executive officer compensation. The frequency of voting once every year on named executive compensation was approved on a non-binding advisory basis. The vote regarding the frequency was as follows:
|
Number of Common Share Votes For Once Every Year |
2,770,093 |
|
Number of Common Share Votes For Once Every Two Years |
40,098 |
|
Number of Common Share Votes For Once Every Three Years |
1,810,916 |
|
Number of Common Share Votes Abstain |
70,986 |
|
Number of Common Share Broker Non-Votes |
2,750,164 |
No other matters were voted upon at the annual meeting of shareholders.
Item 9.01 Regulation FD Disclosure.
On March 26, 2019, following the formal portion of the shareholder meeting, Mr. Neil Wilkin, Chairman of the Board, President and CEO, provided a brief presentation on the Company. The material portions of the presentation are attached hereto as Exhibit 99.1.
The information in the preceding paragraph, as well as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references Section 7.01 of this Current Report on Form 8-K. All information in Exhibit 99.1 speaks as of the date thereof and the Company does not assume any obligation to update said information in the future. In addition, the Company disclaims any inference regarding the materiality of such information which otherwise may arise as a result of its furnishing such information under Item 9.01 of this report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following is furnished as an Exhibit to this Report.
OPTICAL CABLE CORP Exhibit
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To view the full exhibit click here
About OPTICAL CABLE CORPORATION (NASDAQ:OCC)
Optical Cable Corporation (OCC) is a manufacturer of a range of fiber optic and copper data communication cabling and connectivity solutions primarily for the enterprise market, and various harsh environment and specialty markets. The Company’s product offerings include designs for uses ranging from enterprise networks, datacenters, residential and campus installations to customized products for specialty applications and harsh environments. OCC products include fiber optic and copper cabling, fiber optic and copper connectors, specialty fiber optic and copper connectors, fiber optic and copper patch cords, pre-terminated fiber optic and copper cable assemblies, racks, cabinets, datacom enclosures, patch panels, face plates, multi-media boxes, fiber optic reels and accessories, and other cable and connectivity management accessories. It markets and sells its harsh environment and specialty connectivity product offering under the names Optical Cable Corporation and OCC.
